ASSET PURCHASE AGREEMENT

                                  by and among

                                STYLECLICK, INC.,

                            STYLECLICK CHICAGO, INC.,

                           LAKEVIEW VENTURES, L.L.C.,

                                 IAN DRURY, and

                                   BRENT HILL


                           Dated as of March 21, 2001


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                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I  SALE AND PURCHASE OF ASSETS........................................3

1.1      Assets to be Sold....................................................3
1.2      Assets to be Optioned................................................3
1.3      Excluded Assets......................................................3
1.4      Assumption of Liabilities............................................3
1.5      Retained Liabilities.................................................3
1.6      Price................................................................4
1.7      Allocation of Purchase Price.........................................4
1.8      Transfer Tax Liability...............................................4
1.9      Seller's Legal Fees. ................................................4
1.10     Assignment Option....................................................4

ARTICLE II  REPRESENTATIONS AND WARRANTIES OF SELLER..........................4

2.1      Organization.........................................................5
2.2      Authority............................................................5
2.3      No Violation.........................................................5
2.4      Title to Assets......................................................5
2.5      Litigation...........................................................5
2.6      Compliance with Laws.................................................5
2.7      Sportsline and Digitas Agreements....................................6
2.8      Disclosure...........................................................6

ARTICLE III  REPRESENTATIONS AND WARRANTIES OF THE INDIVIDUAL PARTIES.........6

3.1      Authority............................................................6
3.2      No Violation.........................................................6
3.3      Title to Assets......................................................7
3.4      Litigation...........................................................7
3.5      Compliance with Laws.................................................7
3.6      Intellectual Property................................................7
3.7      Sportsline and Digitas Agreements..........Error! Bookmark not defined.
3.8      Use of Assets........................................................8
3.9      Maximum Expected Liability. .........................................8
3.10     Disclosure...........................................................9

ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF PURCHASER.......................9

4.1      Organization.........................................................9
4.2      Authority............................................................9
4.3      No Violation.........................................................9
4.4      Authorized Stock.  .................................................10

                                       i

ARTICLE V  COVENANTS.........................................................10

5.1      Access to Records...................................................10
5.2      Conduct of Auction..................................................10
5.3      Obligations Regarding Optioned Assets...............................10
5.4      Confidentiality.....................................................10
5.5      Use of Assets.......................................................10
5.6      Set-Off.............................................................11
5.7      Use of Purchase Price...............................................11

ARTICLE VI  CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER.................11

6.1      No Claims...........................................................11
6.2      Performance of Agreements...........................................12
6.3      Representations and Warranties......................................12
6.4      Closing Under Auction Agreement.....................................12

ARTICLE VII  CONDITIONS PRECEDENT TO OBLIGATIONS
OF SELLER AND THE INDIVIDUAL PARTIES.........................................12

7.1      No Claims...........................................................12
7.2      Performance of Agreements...........................................12
7.3      Representations and Warranties......................................12
7.4      Documents and Payments Delivered....................................12
7.5      Closing Under Auction Agreement.....................................12

ARTICLE VIII  DELIVERIES BY SELLER AND THE
INDIVIDUAL PARTIES AT THE CLOSING............................................13

8.1      Ancillary Documents.................................................13
8.2      Officers Certificate................................................13
8.3      Certificate from Individual Parties.................................13

ARTICLE IX  DELIVERIES BY PURCHASER AT THE CLOSING...........................13

9.1      Ancillary Documents.................................................13
9.2      Officers Certificate................................................13

ARTICLE X  THE CLOSING.......................................................13


ARTICLE XI  TERMINATION AND REMEDIES.........................................14

11.1     Termination.........................................................14
11.2     Effect of Termination and Abandonment...............................14
11.3     Exclusive Remedies..................................................14

ARTICLE XII  MISCELLANEOUS...................................................14

12.1     Survival 14
12.2     Brokerage and Commissions...........................................15
12.3     Further Assurances..................................................15

                                       ii

12.4     Announcements.......................................................15
12.5     Notices  15
12.6     Applicable Law......................................................16
12.7     Expenses 16
12.8     Entire Agreement....................................................16
12.9     Counterparts........................................................16
12.10    Parties in Interest.................................................16
12.11    Third Party Beneficiaries...........................................16
12.12    Waivers and Amendments; Non-Contractual Remedies;
         Preservation of Remedies............................................16

                                       iii


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                                       iv

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                                                                  EXECUTION COPY

                            ASSET PURCHASE AGREEMENT


     ASSET PURCHASE AGREEMENT, dated as of March 21, 2001 (the "Agreement"),  by
and among STYLECLICK,  INC., a Delaware corporation  ("Styleclick"),  STYLECLICK
CHICAGO, INC.,1 a Delaware corporation ("Purchaser"), LAKEVIEW VENTURES, L.L.C.,
a Delaware limited liability company  ("Seller"),  IAN DRURY ("Drury") and BRENT
HILL ("Hill" and, collectively with Drury, the "Individual Parties").

     WHEREAS,  Seller  and  each of the  Individual  Parties  are  party to that
certain Asset Purchase Agreement (as set forth in Exhibit A hereto, the "Auction
Agreement"), dated as of March 8, 2001, by and among William A. Brandt, Jr. (the
"Trustee-Assignee"),  not individually,  but solely as  Trustee-Assignee  of MDC
Holding,  Inc.,  f/k/a/  MVP.com,  Inc.,  a Delaware  corporation  ("MDC"),  GTI
Holdings,  Inc., f/k/a Golf Club Trader,  Inc., a Texas corporation ("GTI"), IGO
Holdings,  Inc.,  f/k/a  International  Golf Outlet,  Inc., a Texas  corporation
("IGO"),  TDI  Holdings,   Inc.,  f/k/a   TennisDirect.com,   Inc.,  a  Delaware
corporation ("TDI"), and POI Holdings, Inc., f/k/a  PlanetOutdoors.com,  Inc., a
Delaware corporation ("POI"), Seller and each of the Individual Parties;

     WHEREAS,  pursuant  to the  Auction  Agreement,  Seller has made a binding,
irrevocable  offer  to,  subject  to the  terms and  conditions  of the  Auction
Agreement,  acquire (i)  certain of  Trustee-Assignee's  assets (the  "Purchased
Assets")  and (ii)  options  to  negotiate  the  acquisition  of  certain of the
Trustee-Assignee's  leased and  licensed  assets  (the  "Optioned  Assets"  and,
collectively  with the  Purchased  Assets,  the  "Assets"),  in  addition to the
assignment  and  assumption of certain of  Trustee-Assignee's  liabilities  (the
"Assumed Liabilities");

     WHEREAS, upon closing under the Auction Agreement,  Seller will acquire the
Assets and assume the Assumed Liabilities; and

     WHEREAS,  Seller  desires to sell, and Purchaser  desires to purchase,  the
Assets,  and Seller  desires to assign,  and  Purchaser  desires to assume,  the
Assumed Liabilities.

     NOW THEREFORE,  in consideration of the mutual covenants,  representations,
warranties  and  agreements  contained  herein,  and  other  good  and  valuable
consideration,  the  parties  hereto  agree  that,  subject  to  the  terms  and
conditions contained herein,  Seller will sell to Purchaser,  and Purchaser will
purchase  from  Seller,  the Assets,  and Seller will assign to  Purchaser,  and
Purchaser will assume from Seller, the Assumed Liabilities.

----------------------------
1  Special Purpose Vehicle to be formed prior to execution.

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                                                                               3
                                   ARTICLE I

                           SALE AND PURCHASE OF ASSETS

     1.1 Assets to be Sold.  At the Closing  (as defined  herein) and subject to
the terms and  conditions  set forth in this  Agreement,  Seller  shall sell and
assign to Purchaser,  and Purchaser shall purchase from Seller,  all of Seller's
right, title and interest in, to and under the Purchased Assets, which Purchased
Assets shall include, without limitation,  all of the Purchased Assets described
in Section 1.1 of the Auction Agreement and any and all other assets acquired by
Seller pursuant to the Auction Agreement.

     1.2 Assets to be  Optioned.  At the  Closing  and  subject to the terms and
conditions  set  forth  in this  Agreement,  Seller  shall  sell and  assign  to
Purchaser,  and Purchaser shall purchase, for the consideration  hereinafter set
forth,  Seller's option,  pursuant to Section 1.2 of the Auction  Agreement,  to
negotiate,   with  the  lessors  and  licensors  of  the  Optioned  Assets,  the
acquisition of all of such lessors' and licensors' right, title and interest in,
to and under any such Optioned  Assets,  which  Optioned  Assets shall  include,
without  limitation,  all of the Optioned Assets described in Section 1.2 of the
Auction  Agreement and any and all other assets treated as Optioned Assets under
the Auction Agreement.

     1.3  Excluded  Assets.  The Assets shall not include any of the assets that
were acquired by (i) Sportsline.com,  Inc., a Delaware corporation,  pursuant to
that certain Asset  Purchase  Agreement,  dated January 23, 2001, by and between
MDC and  Sportsline.com,  Inc., a redacted  copy of which is attached  hereto as
Exhibit  B (the  "Sportsline  Agreement")  or (ii)  Digitas,  Inc.,  a  Delaware
corporation, pursuant to that certain Letter Agreement, dated February 22, 2001,
by and  between  MDC and  Digitas,  Inc.,  a redacted  copy of which is attached
hereto as Exhibit C (the "Digitas Agreement").

     1.4  Assumption  of  Liabilities.   Purchaser  assumes  no  obligations  or
liabilities of Seller;  provided,  however,  that Purchaser shall assume (a) any
and all  obligations  of Seller under the Auction  Agreement and (b) any and all
obligations or liabilities of Seller under or related to the leases and software
licenses that Seller  expressly  assumed  pursuant to Section 1.4 of the Auction
Agreement.

     1.5  Retained  Liabilities.   Notwithstanding   anything  to  the  contrary
contained  herein,  Purchaser  shall  not  assume,  or in any way be  liable  or
responsible  for, any  liabilities,  commitments or obligations of Seller of any
kind or  nature  whatsoever,  known  or  unknown,  accrued,  fixed,  contingent,
inchoate or otherwise,  liquidated or unliquidated, due or to become due, except
for the  liabilities  assumed  pursuant to Section  1.4.  Without  limiting  the
generality of the foregoing, Purchaser shall not assume, and Seller shall remain
responsible  for any  liability or obligation of Seller for any Income Taxes (as
hereinafter  defined) of any kind accrued for, applicable to or arising from any
period.  For purposes of this Agreement,  the term "Income Taxes" shall mean all
federal,   state,  county,  local,  foreign  and  other  income  taxes  and  any
deficiencies,  assessments,  charges,  interest,  addition to tax and  penalties
associated  therewith,  imposed  upon  Seller by the United  States,  any taxing
authority  outside the United  States or any state or local  instrumentality  or
authority within the United States,  relating to, accrued for, applicable to, or
arising from, any income of Seller.

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                                                                               4

     1.6 Price.  Subject to Section  1.10,  the  purchase  price (the  "Purchase
Price") shall be equal to the Purchase  Price  Consideration  (as defined in the
Auction Agreement),  including any increases to the Purchase Price Consideration
pursuant to Section 4.2 of the Auction  Agreement;  provided  that the  Purchase
Price shall not exceed $700,000  without the express prior consent of Purchaser.
The  Purchase  Price shall be paid upon closing  under the Auction  Agreement by
wire transfer of immediately  available funds to an account  designed in writing
by Seller.

     1.7  Allocation  of Purchase  Price.  Seller  covenants and agrees that the
Purchase  Price shall be allocated  among the Assets as reasonably  requested by
Purchaser  after  the  Closing,  which  allocation  will be  made in the  manner
required by the Internal Revenue Code of 1986, as amended. Each party shall file
all necessary income tax returns and execute such elections and/or agreements as
may be required  by  federal,  state and local  taxing  authorities  in a manner
consistent with the foregoing.

     1.8  Transfer  Tax  Liability.  Any and all  transfer,  documentary,  gross
receipts,  sales and use taxes and similar  liabilities  ("Transfer  Taxes"), if
any,  resulting from the consummation of the  transactions  contemplated by this
Agreement or the Auction Agreement shall be the  responsibility  of, and be paid
by, Purchaser.

     1.9  Seller's  Professional  Fees.  Unless  this  Agreement  is  terminated
pursuant to Section 11.1(d),  Purchaser shall pay the reasonable fees, costs and
expenses of (i)  Goldberg,  Kohn,  Bell,  Black,  Rosenbloom  and Moritz,  Ltd.,
outside  counsel to Seller,  for services  rendered to Seller in respect of this
Agreement and the Auction  Agreement and (ii) an  independent  accounting  firm,
reasonably  selected by Seller,  for services  rendered to Seller in  connection
with the transactions  contemplated by this Agreement and the Auction  Agreement
and tax returns  associated  therewith;  provided  that  Purchaser  shall not be
obligated to pay more than $75,000 pursuant to this Section 1.9.

     1.10 Assignment Option.  Notwithstanding anything to the contrary contained
herein,  in lieu of the purchase of the Assets and the assumption of the Assumed
Liabilities  pursuant to this  Article I,  Purchaser  shall have the option (the
"Assignment  Option"),  exercisable in Purchaser's sole  discretion,  to require
Seller to assign to  Purchaser  all of Seller's  rights  pursuant to the Auction
Agreement;  provided that the Assignment  Option shall expire upon closing under
the Auction  Agreement  and,  if  Purchaser  exercises  the  Assignment  Option,
Purchaser  shall also  assume  Seller's  obligation  to pay the  Purchase  Price
Remainder (as defined in the Auction  Agreement)  and shall pay Seller an amount
equal to the Deposit (as defined in the Auction Agreement). Upon exercise of the
Assignment  Option,  Purchaser shall be relieved of any obligation to pay Seller
the Purchase Price under this Agreement.  If Purchaser  exercises the Assignment
Option, Seller shall do, execute,  acknowledge and deliver, or cause to be done,
executed,  acknowledged and delivered,  all such further acts, deeds, documents,
assignments, transfers, conveyances, powers of attorney and assurances as may be
reasonably necessary or desirable to evidence such assignment.

                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller hereby represents and warrants to Purchaser as follows:

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                                                                               5

     2.1  Organization.  Seller is a limited  liability  company duly organized,
validly  existing and in good standing  under the laws of the State of Delaware.
Seller is qualified to do business as a foreign corporation in all jurisdictions
in which the failure to be so qualified would have a material  adverse effect on
the business, financial condition or prospects of Seller.

     2.2 Authority.  Seller has all requisite  corporate power and authority and
has taken all  necessary  corporate  action to enter into this  Agreement and to
consummate the transactions  contemplated hereby and thereby. This Agreement has
been duly executed and delivered by Seller and,  assuming due  authorization of,
and execution and delivery by, the other parties  hereto,  constitutes the valid
and binding obligation of Seller, enforceable in accordance with its terms.

     2.3 No Violation.  The  execution and delivery by Seller of this  Agreement
does not, and the consummation by Seller of the transactions contemplated hereby
will not,  (i) require  Seller to obtain any consent,  approval or action of, or
make any  filing  with or give  notice  to, any  Governmental  Body (as  defined
herein) or any other person, (ii) violate, conflict with or result in the breach
of any of the terms of,  result in a  material  modification  of the  effect of,
otherwise cause the termination of or give any other contracting party the right
to terminate, or constitute (or with notice or lapse of time or both constitute)
a default (by way of  substitution,  novation or otherwise)  under any contract,
lease, concession,  permit, franchise,  license,  commitment,  indenture,  note,
bond,  loan,  mortgage,  conditional  sales  contract,  or  other  agreement  or
instrument or any injunction,  judgment, order, decree, statute, law, ordinance,
rule or  regulation to which Seller is a party or by which any such party or any
of their properties or assets may be bound or (iii) violate any provision of the
governing documents of Seller.

     2.4 Title to Assets.  To  Seller's  knowledge  and  without  any inquiry by
Seller ("Seller's Knowledge"),  (a) MVP.com had good and marketable title to all
of the  Purchased  Assets prior to the transfer of the  Purchased  Assets to the
Trustee-Assignee,  (b) the Trustee-Assignee has good and marketable title to all
of the  Purchased  Assets  and (c) at  Closing,  Seller  will  have has good and
marketable title to all of the Purchased Assets, in each case, free and clear of
all liens, claims, charges,  leases,  encumbrances and security interests of any
kind,  nature or description  whatsoever other than those set forth on Exhibit L
to the Auction Agreement.

     2.5 Litigation. There is no action, suit, claim or legal, administrative or
arbitral proceeding, or investigations  (collectively,  "Claims") pending or, to
Seller's  Knowledge,   threatened  against  or  involving  Seller.  To  Seller's
Knowledge, there is no litigation pending against or involving the former assets
and  properties of MVP.com that could  reasonably be expected to materially  and
adversely  affect  Styleclick's   ability  to  use  the  Assets  in  the  manner
contemplated by this Agreement,  including,  without  limitation,  to Launch (as
such term is defined on Exhibit D hereto) the  SportsLine  Store website and the
PGA Tour Shop  website and to keep such  websites  Operational  (as such term is
defined on Exhibit D hereto).  To Seller's  Knowledge,  there is no  outstanding
injunction,  order, award or decree (collectively "Orders") by any governmental,
regulatory,   administrative  or  arbitral  body  (collectively,   "Governmental
Bodies") which is binding on any of the Assets.

     2.6  Compliance  with Laws.  Seller is not in violation  of any  applicable
Order,  law,  statute,   code,   ordinance,   regulation  or  other  requirement
(including,  without  limitation,  all  environmental  laws) of any Governmental
Body,  which violation could have a material  adverse effect on the transactions
contemplated  hereunder,  and  Seller  has not  received  notice  that  any such
violation is being or may be alleged.

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                                                                               6

     2.7 Sportsline and Digitas  Agreements.  Seller has provided Purchaser with
written  information that is adequate to enable  Purchaser to determine  whether
any of the assets acquired pursuant to the Sportsline  Agreement and the Digitas
Agreement are assets that Purchaser  reasonably  expects to acquire  pursuant to
this Agreement.

     2.8 Disclosure. To Seller's Knowledge, this Agreement and the documents and
certificates  furnished  to Purchaser  by Seller and other  disclosures  made by
Seller do not contain any untrue statement of a material fact or omit to state a
material  fact  necessary in order to make the  statements  contained  herein or
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading.  To  Seller's  Knowledge,  there  is no  fact  that  Seller  has not
disclosed to Purchaser which materially  adversely affects, or insofar as Seller
can reasonably foresee could materially  adversely affect, the ability of Seller
to perform  its  obligations  under  this  Agreement,  the  ability of Seller to
consummate the transactions  contemplated  hereby or the ability of Purchaser to
use the Assets in the operation of its business.

                                  ARTICLE III

            REPRESENTATIONS AND WARRANTIES OF THE INDIVIDUAL PARTIES

     Each of the Individual Parties hereby represents and warrants,  jointly and
not severally, to Purchaser as follows:

     3.1 Authority. Such Individual Party has the full legal capacity to deliver
this  Agreement and to perform his  obligations  hereunder and to consummate the
transactions  contemplated  hereby and  thereby.  The  execution,  delivery  and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated  hereunder have been duly and validly authorized by such Individual
Party and all requisite  action on the part of such  Individual  Party have been
taken.  No other actions on the part of such  Individual  Party are necessary to
authorize the execution and delivery of this  Agreement or the  consummation  of
the transactions  contemplated  hereby. This Agreement has been duly and validly
executed by such Individual Party and, assuming the due authorization, execution
and delivery by the other parties hereto,  constitutes  legal, valid and binding
obligations of such Individual Party enforceable  against him in accordance with
its respective terms.

     3.2 No Violation.

          (a) The  execution  and delivery of this  Agreement  does not, and the
     consummation  by such  Individual  Party of the  transactions  contemplated
     hereby will not, (i) require such Individual  Party to obtain any consent,
     approval  or action  of, or make any  filing  with or give  notice  to, any
     Governmental  Body or any other person or  (ii) violate,  conflict  with or
     result  in the  breach  of  any  of the  terms  of,  result  in a  material
     modification  of the effect of,  otherwise cause the termination of or give
     any other contracting party the right to terminate,  or constitute (or with
     notice  or  lapse  of  time  or  both)  constitute  a  default  (by  way of
     substitution,  novation or otherwise)  under any agreement or any judgment,
     order, permit, decree, statute, law, ordinance, rule or regulation to which
     such  Individual  Party  is a party  or by  which  either  it or any of its
     properties or assets may be bound.

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                                                                               7

          (b) To such  Individual  Party's  knowledge and without any inquiry by
     such Individual Party (such "Individual Party's Knowledge"),  the execution
     and delivery of the Trust  Agreement and  Assignment for the Benefit of the
     Creditors,  dated as of January 26, 2001,  by and among MDC, GTI, IGO, TDI,
     POI and the  Trustee-Assignee  by the parties  thereto,  the  execution and
     delivery  of  the  Auction   Agreement  by  the  parties  thereto  and  the
     consummation by such parties of the transactions  contemplated  thereby did
     not (i) require such parties to obtain any consent,  approval or action of,
     or make any filing  with or give  notice to, any  Governmental  Body or any
     other person, (ii) violate, conflict with or result in the breach of any of
     the terms of, result in a material modification of the effect of, otherwise
     cause the termination of or give any other  contracting  party the right to
     terminate,  or  constitute  (or  with  notice  or  lapse  of  time  or both
     constitute) a default (by way of substitution, novation or otherwise) under
     any contract, lease, concession,  permit, franchise,  license,  commitment,
     indenture, note, bond, loan, mortgage, conditional sales contract, or other
     agreement  or  instrument  or  any  injunction,  judgment,  order,  decree,
     statute,  law, ordinance,  rule or regulation to which Seller is a party or
     by which any such party or any of their  properties  or assets may be bound
     or (iii) violate any provision of the articles of incorporation, by-laws or
     resolutions of such parties.

     3.3 Title to Assets.  To such Individual  Party's Knowledge (a) MVP.com had
good and marketable  title to all of the Purchased  Assets prior to the transfer
of the Purchased Assets to the  Trustee-Assignee,  (b) the  Trustee-Assignee has
good and  marketable  title to all of the  Purchased  Assets and (c) at Closing,
Seller will have has good and marketable  title to all of the Purchased  Assets,
in each case, free and clear of all liens, claims, charges, leases, encumbrances
and security interests of any kind, nature or description  whatsoever other than
those set forth on Exhibit L to the Auction Agreement.

     3.4 Litigation.  To such Individual Party's Knowledge,  there are no Claims
pending or threatened against or involving MDC, the  Trustee-Assignee  or any of
the properties or assets held by MDC or the Trustee-Assignee. To such Individual
Party's Knowledge,  there is no outstanding Order by any Governmental Body which
is binding on any of the Assets.

     3.5 Compliance with Laws. To such Individual Party's Knowledge, MDC and the
Trustee-Assignee  are not in violation of any applicable  Order,  law,  statute,
code, ordinance, regulation or other requirement (including, without limitation,
all  environmental  laws) of any Governmental  Body and have not received notice
that any such violation is being or may be alleged.

     3.6 Intellectual Property.

          (a) To such Individual  Party's Knowledge,  Trustee-Assignee  owns the
     Purchased  Assets  acquired  by Seller  pursuant  to Section  1.1(b) of the
     Auction  Agreement  (collectively,  the  "Software  Assets") and all rights
     therein  free and  clear of any and all  liens,  encumbrances,  license  or
     material  restrictions  other  than  those  set  forth on  Exhibit L to the
     Auction Agreement.  To such Individual Party's Knowledge,  Trustee-Assignee
     is not, nor, as a result of the  execution and delivery of this  Agreement,
     will he be, in violation of any agreement relating to the Software Assets.

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                                                                               8

          (b) To such Individual  Party's  Knowledge (and without any inquiry by
     such  Individual  Party),  (i)  none  of  the  Assets  is  subject  to  any
     outstanding Order of any Governmental Body and no action, suit, proceeding,
     hearing,   investigation,   charge,  complaint  or  demand  is  pending  or
     threatened which challenges the validity,  enforceability, use or ownership
     of the item;  (ii) none of the  Assets  that were sold or  licensed  by MDC
     infringes upon or otherwise  violates any  intellectual  property rights of
     others;  and (iii) no person is infringing upon or otherwise  violating the
     intellectual property rights of MDC or the Trustee-Assignee.

          (c) To such Individual Party's Knowledge, the Software Assets are held
     by Trustee-Assignee legitimately, are fully and freely transferable without
     any third party consent,  are free from any  significant  software  defect,
     perform in  conformance  with its  documentation,  and do not  contain  any
     harmful or deleterious programming routines that could be used to interfere
     with the operation of the Software Assets,  including,  without limitation,
     viruses, trojan horses, worms, time bombs and cancelbots.

     3.7 Use of Assets.  Except as set forth on Schedule  3.7, the assets listed
in Section 1.1 of the Auction  Agreement and the assets listed in Section 1.2 of
the  Auction  Agreement  are  sufficient  to  enable  Purchaser  to  Launch  the
SportsLine  Store  website  and the PGA  Tour  Shop  website  by the  applicable
Deadline  Launch  Date (as  defined  on  Exhibit  D) and to keep  such  websites
Operational  during the  Initial  Test Period (as defined on Exhibit D). To such
Individual  Party's  knowledge,  the Optioned Assets and the assets described on
Schedule  3.7 may be acquired by  Styleclick  or its  affiliates  without  undue
burden (it being  understood  that the  Individual  Parties  have  disclosed  to
Styleclick or its affiliates  estimated fees and costs associated with acquiring
the Optioned Assets and that payment such fees and costs (or reasonable  amounts
in relation thereto) shall not be considered an undue burden).

     3.8 Lessors' and Licensors' of Optioned Assets. To such Individual  Party's
Knowledge,  the parties set forth on Schedule 3.8 constitute all of the lessors'
and licensors' of the Optioned Assets.

     3.9 Maximum Expected  Liability.  The Purchase Price, the cost of acquiring
all of the lessors' and  licensors'  right,  title and interest in, to and under
the Optioned Assets required to Launch the SportsLine  Store website and the PGA
Tour Shop website and to keep such websites Operational and any damages incurred
by  Purchaser  or  Styleclick  due to a  breach  of  Sections  2.3  through  2.8
(inclusive) or Section 3.2 through 3.10 (inclusive) (collectively,  the "Maximum
Expected  Liability") shall not, in the aggregate,  exceed $2,000,000,  plus the
amount by which the Purchase  Price  Consideration  exceeds  $700,000  (with the
consent of the Purchaser)  pursuant to Section 1.6 (the "Maximum  Amount").  The
Maximum  Expected  Liability  shall not include the following:  (a)  liabilities
assumed by  Purchaser  pursuant to Sections  1.4(a),  1.8 and 1.9; (b) costs not
associated with, or required to, Launch the SportsLine Store website and the PGA
Tour Shop website and keep such websites Operational, such as operating expenses
of the type disclosed by the Individual Parties to Purchaser and contemplated by
Styleclick's  budget,  purchasing  additional  servers for new websites or other
elective expenditures;  (c) costs associated with operating the Purchased Assets
or the Optioned  Assets in the  ordinary  course of business and relating to the
ongoing operation of the SportsLine Store website and the PGA Tour Shop website,
including,  without limitation,  hardware upgrades,  software upgrades,  license
renewal  fees and other  operating  expenses;  or (d) costs  associated  with an
unplanned  relocation of the Purchased  Assets or the Optioned Assets from their
location as of the Closing Date.

<PAGE>
                                                                               9

     3.10 Disclosure.  To such Individual Party's Knowledge,  this Agreement and
the  documents  and  certificates  furnished  to  Purchaser  by  Seller  and the
Individual  Parties  and other  disclosures  made by  Seller  or the  Individual
Parties do not contain any untrue  statement of a material fact or omit to state
a material fact  necessary in order to make the statements  contained  herein or
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading.  To such Individual  Party's  Knowledge,  there is no fact that such
Individual  Party has not  disclosed to  Purchaser  which  materially  adversely
affects,  or insofar  as such  Individual  Party can  reasonably  foresee  could
materially  adversely affect, the ability of Seller and such Individual Party to
perform its obligations  under this Agreement or the ability of Purchaser to use
the Assets in the operation of its business.

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser hereby represents and warrants to Seller as follows:

     4.1 Organization. Purchaser is duly organized, validly existing and in good
standing under the laws of, the State of Delaware.  Purchaser is qualified to do
business as a foreign  corporation in all  jurisdictions in which the failure to
be so qualified would have a material adverse effect on the business,  financial
condition or prospects of Purchaser.

     4.2 Authority. Purchaser has all requisite corporate power and authority to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
corporate action on the part of Purchaser. This Agreement has been duly executed
and delivered by Purchaser and, assuming due authorization of, and execution and
delivery  by,  the other  parties  hereto,  constitutes  the  valid and  binding
obligation of Purchaser, enforceable in accordance with its terms.

     4.3 No Violation.  The execution and delivery of this  Agreement  does not,
and the consummation by Purchaser of the transactions  contemplated  hereby will
not,  (i) require  Purchaser  to obtain any consent,  approval or action of, or
make any  filing  with or give  notice to,  any  Governmental  Body or any other
person, (ii) violate,  conflict with or result in the breach of any of the terms
of,  result in a material  modification  of the effect of,  otherwise  cause the
termination of or give any other  contracting  party the right to terminate,  or
constitute  (or with notice or lapse of time or both)  constitute  a default (by
way of substitution, novation or otherwise) under any agreement or any judgment,
order,  permit,  decree,  statute,  law, ordinance,  rule or regulation to which
Purchaser  is a party or by which either it or any of its  properties  or assets
may be bound or (iii) violate  any provision of the certificate of incorporation
or by-laws of Purchaser.

<PAGE>
                                                                              10

     4.4 Authorized Stock. Of the 15,000,000 shares of Styleclick Class A common
stock  reserved  for  issuance  under the  Styleclick,  Inc.  2000 Stock Plan, a
sufficient  number remain  available  for future grants to enable  Styleclick to
issue  options to purchase an aggregate  of  1,620,000  shares of Class A common
stock and an aggregate of 1,000,000 shares of restricted Class A common stock to
the former employees of MVP.com in connection with the transactions contemplated
hereunder.

                                    ARTICLE V

                                    COVENANTS

     5.1 Access to  Records.  Prior to the  Closing  Date,  Seller  agrees  that
Purchaser shall be entitled,  through its employees and  representatives to make
such reasonable  investigation  of the properties,  businesses and operations of
Seller,  and such  reasonable  examination  of the books,  records and financial
condition of Seller, as it wishes.  Any such investigation and examination shall
be conducted at reasonable times and under reasonable circumstances,  and Seller
shall cooperate fully therein.

     5.2 Conduct of  Auction.  Subject to Section  1.10,  Seller and each of the
Individual  Parties shall use their best efforts to acquire the Assets  pursuant
to the Auction Agreement, including, without limitation, increasing the Purchase
Price  Consideration  pursuant  to Section 4.2 of the  Auction  Agreement  up to
$700,000;  provided  that  such  parties  shall not  cause  the  Purchase  Price
Consideration to exceed $700,000 without the express prior consent of Purchaser.

     5.3  Obligations   Regarding  Optioned  Assets.  Seller  and  each  of  the
Individual  Parties  shall  use  their  best  efforts  to  assist  Purchaser  in
negotiations  between  Purchaser and any licensors and lessors of or relating to
the  Optioned  Assets  with  respect  to  obtaining  the third  party  consents,
approvals  or  authorizations  referenced  in  Article  I,  including,   without
limitation,  to notify the parties set forth on Schedule  3.8 in writing  within
seven days of the later of the Launch of the  SportsLine  Store  website and the
PGA Tour Shop website that Purchaser  acquired the Optioned  Assets  pursuant to
this  Agreement;  provided,  however,  that  neither  Seller nor the  Individual
Parties  shall  be  obligated  to make  any  payments  of any  kind to any  such
licensors and lessors for any such  consents,  approvals or  authorizations,  or
costs  incurred as a result  thereof,  or otherwise.  The parties  hereto hereby
expressly  agree that the  obtaining  or receipt of any and all such third party
consents,  approvals or authorizations  shall not be a condition  precedent or a
condition subsequent to the Closing or the transactions  contemplated hereby (it
being  understood  that this sentence  shall not affect the  liabilities  of the
Individual Parties with respect to any breach of Article III).

     5.4 Confidentiality.  Except as otherwise provided herein,  Seller and each
of the Individual  Parties shall not, and shall cause their affiliates and other
persons acting as their representative not to, disclose to any person other than
Purchaser and its  designees  any designs,  plans,  trade  secrets,  inventions,
procedures research records,  manufacturing  know-how and formulae of MDC or the
Trustee-Assignee.

     5.5 Use of Assets. Purchaser shall allow the Trustee-Assignee to reasonably
use the  Assets,  on an as needed  basis,  for a period of not more than six (6)
months after Closing,  to complete the wind down of MDC's business at no cost to
the Trustee-Assignee.  Notwithstanding the foregoing,  if the Trustee-Assignee's
reasonable use of the Assets  materially  hinders,  or materially  increases the
costs and expenses of, the operation of Purchaser's business, then Seller hereby
agrees to meet (in person or via telephone),  at Purchaser's  request,  with the
Trustee-Assignee  to discuss,  in good faith, any such hindrance and/or increase
in costs and expenses with the understanding  that the  Trustee-Assignee  may be
requested to pay a reasonable, proportionate amount of money associated with any
such  hindrance  and/or  increase  in costs and  expenses,  such  amount will be
mutually  agreed upon by the  Trustee-Assignee  and Seller (with the Purchaser's
consent).  Any funds  paid to Seller by the  Trustee-Assignee  pursuant  to this
Section 5.5 shall be immediately transferred to Purchaser.

<PAGE>
                                                                              11

     5.6 Set-Off.  Notwithstanding  anything to the contrary contained herein or
in any other agreement  between an Individual Party and Styleclick,  each of the
Individual Parties hereby agrees that Styleclick shall have the right to off-set
(the "Set-Off  Right")  through the Individual  Party's  forfeiture of shares of
Restricted  Stock  granted  pursuant  to  such  Individual   Party's  employment
agreement with Styleclick to the extent  permitted under applicable law, for and
to the extent that a breach of Sections 2.3 through 2.8  (inclusive) or Sections
3.2 through 3.10 (inclusive) causes the Maximum Expected Liability to exceed the
Maximum Amount; provided, that Styleclick gives written notice to the Individual
Parties  prior to the  first  anniversary  of the date  hereof  of any  facts or
circumstances that could reasonably be expected to give rise to a breach of such
sections; and, provided,  further, that, with respect to a breach of Section 3.9
(solely that relates to or arises out of any action taken by or on behalf of any
of the entities  listed on Schedule 3.8 against  Styleclick  or its  affiliates)
which  creates or causes the Maximum  Expected  Liability  to exceed the Maximum
Amount,  Styleclick  shall provide such notice on or prior to September 1, 2001.
The terms and  conditions of the Set-Off Right are more fully  described in such
Individual Party's Restricted Stock Purchase Agreement with Styleclick.

     5.7 Use of  Purchase  Price.  Seller  hereby  agrees  that it will  use the
Purchase Price only to acquire the Assets pursuant to the Auction Agreement.

                                   ARTICLE VI

                CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

     Purchaser's obligation to consummate this Agreement is expressly subject to
the  satisfaction  on or  prior  to the  Closing  Date  of all of the  following
conditions  (compliance  with which or the  occurrence of which may be waived in
whole or in part by Purchaser):

     6.1 No  Claims.  No  Claims  shall  be  pending  or,  to the  knowledge  of
Purchaser, Seller or the Individual Parties, threatened, before any Governmental
Body to  restrain or  prohibit,  or to obtain  damages or a  discovery  order in
respect of, this Agreement or the  consummation of the transaction  contemplated
hereby.

<PAGE>
                                                                              12

     6.2  Performance of Agreements.  Seller and each of the Individual  Parties
shall  have  complied  with and duly  performed  in all  material  respects  all
agreements  and  conditions  on their  part to be  complied  with and  performed
pursuant to this Agreement on or before the Closing Date.

     6.3 Representations  and Warranties.  The representations and warranties of
Seller and each of the Individual  Parties  contained in this Agreement shall be
true and correct in all  material  respects as of the Closing Date with the same
force and effect as though such  representations and warranties had been made on
and as of the Closing Date.

     6.4  Closing  Under  Auction  Agreement.  The  closing  under  the  Auction
Agreement shall have occurred on or prior to the Closing Date.

                                  ARTICLE VII

                             CONDITIONS PRECEDENT TO
                OBLIGATIONS OF SELLER AND THE INDIVIDUAL PARTIES

     The obligations of Seller and each of the Individual  Parties to consummate
this Agreement is expressly subject to the satisfaction on or before the Closing
Date of all of the following conditions (compliance with which or the occurrence
of  which  may be  waived  in  whole  or in part by  Seller  and the  Individual
Parties):

     7.1 No  Claims.  No  Claims  shall  be  pending  or,  to the  knowledge  of
Purchaser, Seller or the Individual Parties, threatened, before any Governmental
Body to  restrain or  prohibit,  or to obtain  damages or a  discovery  order in
respect of, this Agreement or the consummation of the transactions  contemplated
hereby.

     7.2 Performance of Agreements.  Purchaser shall have complied with and duly
performed in all material  respects all of the  agreements and conditions on its
part to be complied with or performed  pursuant to this  Agreement and documents
and instruments referred to herein on or before the Closing Date.

     7.3 Representations  and Warranties.  The representations and warranties of
Purchaser  contained in this Agreement shall be true and correct in all material
respects  as of the  Closing  Date with the same force and effect as though such
representations and warranties had been made on and as of the Closing Date.

     7.4 Documents and Payments Delivered. Seller and the Individual Parties, as
applicable,  shall have  received all of the  documents  and  payments  required
pursuant to Article VIII hereof and such  additional  documents as Purchaser may
have agreed in writing to deliver.

     7.5  Closing  Under  Auction  Agreement.  The  Closing  under  the  Auction
Agreement shall have occurred on or prior to the Closing Date.

<PAGE>
                                                                              13

                                  ARTICLE VIII

         DELIVERIES BY SELLER AND THE INDIVIDUAL PARTIES AT THE CLOSING

     At the Closing,  Seller and the Individual  Parties,  as applicable,  shall
deliver or cause to be delivered to Purchaser the following:

     8.1  Ancillary  Documents.  Executed  documents of transfer and  assignment
reasonably  requested by Purchaser to transfer  title to the Assets to Purchaser
in  accordance  with  Section  1.1 and  Section  1.2 of this  Agreement  or,  if
Purchaser has exercised the Assignment  Option,  executed  documents of transfer
and assignment  reasonably  requested by Purchaser to transfer  Seller's  rights
under the Auction Agreement in accordance with Section 1.10.

     8.2 Officers  Certificate.  An officer's  certificate  certifying as to the
accuracy,  in  all  material  respects,  as of the  Closing  Date,  of  Seller's
representations and warranties in Article II of this Agreement.

     8.3 Certificate  from Individual  Parties.  A certificate  from each of the
Individual Parties certifying as to the accuracy,  in all material respects,  as
of the Closing Date, of such Individual Party's  representations  and warranties
in Article III of this Agreement.

                                   ARTICLE IX

                     DELIVERIES BY PURCHASER AT THE CLOSING

     At the Closing,  Purchaser shall deliver or cause to be delivered to Seller
the following:

     9.1 Ancillary Documents.  Executed documents reasonably requested by Seller
providing for the assumption of obligations  in accordance  with  Section 1.3 of
this  Agreement or, if Purchaser has exercised the Assignment  Option,  executed
documents  reasonably  requested by Seller  providing for the  assumption of its
obligations in accordance with Section 1.10 of this Agreement.

     9.2 Officers  Certificate.  An officer's  certificate  certifying as to the
accuracy,  in all material  respects,  as of the Closing  Date,  of  Purchaser's
representations and warranties in Article IV of this Agreement.

                                    ARTICLE X

                                   THE CLOSING

     The closing  ("Closing") shall take place as soon as practicable  following
the date  hereof  (the  "Closing  Date").  The  Closing  shall take place at the
offices  of  Paul,  Weiss,  Rifkind,  Wharton &  Garrison,  1285 Avenue  of  the
Americas,  New York,  New York at  10:00 A.M.  local time or such other place as
Purchaser and Seller agree.

<PAGE>
                                                                              14
                                   ARTICLE XI

                            TERMINATION AND REMEDIES

     11.1  Termination.  This  Agreement  may be  terminated  on or  before  the
Closing Date:

          (a) by the mutual consent of the parties hereto;

          (b) by Purchaser, (i) if there has been a material violation or breach
     by Seller of its  agreements,  representations  or warranties  contained in
     this  Agreement or (ii) if the  conditions to its  obligations to close set
     forth in Article VI have not been satisfied or waived;

          (c) by Seller, (i) if there has been a material violation or breach by
     Purchaser of any of Purchaser's  agreements,  representations or warranties
     contained in this Agreement or (ii) if the conditions to its obligations to
     close set forth in Article VII have not been satisfied or waived;

          (d) by  Purchaser  in the event  that the  closing  under the  Auction
     Agreement has not occurred by close of business on March 23, 2001; or

          (e) by any of the  parties  hereto in the event  the  Closing  has not
     occurred  within two  business  days  following  closing  under the Auction
     Agreement;  provided  that  the  failure  to  consummate  the  transactions
     contemplated  hereby is not a result of the  failure  of the party  seeking
     termination to perform any of its obligations hereunder.

     11.2 Effect of Termination and Abandonment.  In the event of termination of
this  Agreement  pursuant to this Article X,  written  notice  thereof  shall as
promptly as practicable be given to the other parties to this Agreement and this
Agreement  shall  terminate and the  transactions  contemplated  hereby shall be
abandoned,  without further action by the parties  hereto.  If this Agreement is
terminated  as provided  herein there shall be no liability or obligation on the
part of any of the parties  hereto or their  respective  officers,  directors or
members  and  all  obligations  of  the  parties  shall  terminate,  except  for
Purchaser's obligations pursuant to Section 1.9.

     11.3 Exclusive Remedies.  Purchaser hereby acknowledges and agrees that its
sole and  exclusive  remedy with  respect to any and all claims  relating to the
breach of Sections 2.3 through 2.8  (inclusive),  Section 3.2(b) or Sections 3.3
through 3.10 (inclusive) shall be pursuant to the Set-Off Right.

                                   ARTICLE XII

                                  MISCELLANEOUS

     12.1 Survival.  The representations,  warranties and covenants contained in
this Agreement or in any instrument  delivered  pursuant to this Agreement shall
survive beyond the Closing Date; provided,  however, that the representation and
warranties  contained  in Sections 2.3 through 2.8  (inclusive)  or Sections 3.2
through 3.10  (inclusive)  shall terminate on the first  anniversary of the date
hereof,  except as  otherwise  noted in Section  5.6 and with the  exception  of
claims  arising  out  of or  relating  to  any  fact,  circumstance,  action  or
proceeding  to which the party  asserting  such claim shall have given notice to
the other parties to this Agreement  prior to the first  anniversary of the date
hereof.

<PAGE>
                                                                              15

     12.2 Brokerage and Commissions. It is understood and agreed that no broker,
agent or other intermediary acted for Seller or Purchaser in connection with the
transactions contemplated by this Agreement.  Seller and Purchaser each agree to
indemnify and save harmless the other from and against any claims whatsoever for
any brokerage, commission or other remuneration payable or alleged to be payable
to any broker, agent or other intermediary who purports to act or have acted for
such party.

     12.3 Further Assurances. Each of the parties hereto upon the request of the
other party  hereto,  whether  before or after the Closing,  shall do,  execute,
acknowledge  and  deliver  or  cause  to be  done,  executed,  acknowledged  and
delivered,  all such further acts,  deeds,  documents,  assignments,  transfers,
conveyances, powers of attorney and assurances as may be reasonably necessary or
desirable to fully complete  consummation  of the  transactions  contemplated by
this Agreement.

     12.4 Announcements.  Subject to any requirements of law, the parties hereto
agree that no disclosure or public  announcement  with respect to this Agreement
or any of the  transactions  contemplated by this Agreement shall be made by any
party hereto without the prior written consent of the other party hereto.

     12.5 Notices.  All notices and other  communications  hereunder shall be in
writing and shall be deemed given and received  (i) when  delivered if delivered
by hand or by facsimile  transmission or telex;  (ii) one (1) business day after
mailing  if mailed by  reputable  overnight  courier  service;  and  (iii) three
business days after  mailing if mailed by  registered or certified  mail (return
receipt request), postage prepaid, to the parties at the following addresses (or
at such other address for a party as shall be specified by like notice; provided
that  notices  of a change of  address  shall be  effective  only  upon  receipt
thereof):

          (a) If to Seller or any of the Individual Parties, to:

                                         Lakeview Ventures, L.L.C.
                                         1435 W. Fletcher St.
                                         Chicago, IL  60657
                                         Attention:  Ian Drury
                                         Fax:        [__________]

          (b) If to Purchaser or Styleclick, to:

                                         Styleclick, Inc.
                                         5105 W. Goldleaf Circle
                                         Los Angeles, CA   90056
                                         Attention:  General Counsel
                                         Fax:        323-403-1030

<PAGE>
                                                                              16
          with a copy to:

                                         USA Networks, Inc.
                                         152 W. 57th, 42nd Floor
                                         New York, NY   10019
                                         Attention:  General Counsel
                                         Fax:        212-314-7239

     12.6  Applicable  Law.  This  Agreement  shall be construed and enforced in
accordance  with, and the rights of the parties hereto shall be governed by, the
laws of the State of New York, without regard to principles of conflicts of law.

     12.7 Expenses. The parties hereto will each pay their own expenses incurred
in connection with this Agreement.

     12.8 Entire Agreement.  This Agreement and the exhibits hereto  constitutes
the entire agreement between the parties hereto with respect to the transactions
provided for herein and, except as stated herein, therein and in the instruments
and documents to be executed and delivered pursuant hereto and thereto,  contain
all of the  agreements  between  the  parties  hereto  and  there  are no verbal
agreements or  understandings  between the parties  hereto not reflected in this
Agreement.  This  Agreement may not be amended or modified in any respect except
by written instrument executed by each of the parties hereto.

     12.9 Counterparts.  This Agreement may be executed in counterparts, each of
which  shall  be  deemed  to be an  original  and all of  which  together  shall
constitute one and the same agreement.

     12.10 Parties in Interest. This Agreement shall enure to the benefit of and
be binding  upon the  parties  hereto  and their  respective  heirs,  executors,
successors, administrators, and assigns; provided that, subject to Section 1.10,
no party may assign its rights or obligations  under this Agreement  without the
other parties prior written consent.

     12.11 Third Party  Beneficiaries.  Except for  Section  5.8,  the terms and
provisions of this Agreement are intended  solely for the benefit of the parties
hereto  and  nothing in this  Agreement  shall be deemed to create any rights or
interests in any third party.

     12.12 Waivers and  Amendments;  Non-Contractual  Remedies;  Preservation of
Remedies.  This  Agreement  may be  amended,  superseded,  canceled,  renewed or
extended,  and the terms  hereof  may be  waived,  only by a written  instrument
signed by the parties hereto,  or, in the case of a waiver, by the party waiving
compliance.  No delay on the part of any party in exercising any right, power or
privilege  hereunder shall operate as a waiver thereof,  nor shall any waiver on
the part of any party of any such right,  power or privilege,  nor any single or
partial  exercise of any such right,  power or  privilege,  preclude any further
exercise  thereof or the exercise of any other such right,  power or  privilege.
The rights and remedies  herein provided are cumulative and are not exclusive of
any rights or remedies  that any party may  otherwise  have at law or in equity.
<PAGE>
                                                                              17

The rights and remedies of any party based upon,  arising out of or otherwise in
respect of any inaccuracy in or breach of any representation, warranty, covenant
or agreement  contained in this Agreement or any documents delivered pursuant to
this  Agreement  shall in no way be limited by the fact that the act,  omission,
occurrence  or other state of facts upon which any claim or any such  inaccuracy
or breach is based may also be the subject  matter of any other  representation,
warranty,  covenant or agreement  contained in this  Agreement or any  documents
delivered  pursuant to this  Agreement  (or in any other  agreement  between the
parties) as to which there is no inaccuracy or breach.

<PAGE>
                                                                              18

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
and delivered as of the day and year first written above.

                                   STYLECLICK, INC.


                                By: /S/ DEIRDRE STANLEY
                                    ----------------------
                                        Deirdre Stanley
                                        Authorized Representative


                                   STYLECLICK CHICAGO, INC.


                                 By: /S/ DEIRDRE STANLEY
                                    ----------------------
                                         Deirdre Stanley
                                         Authorized Representative


                                   LAKESVIEW VENTURES, L.L.C.


                                By: /S/ IAN DRURY
                                    -------------
                                        Ian Drury
                                        Manager




                                 By:  /S/ IAN DRURY
                                     --------------
                                          Ian Drury



                                 By:  /S/ BRENT HILL
                                      ---------------
                                          Brent Hill